Staples Receives Approval from European Union to Acquire Office Depot

10.2.2016 11:13 | Business Wire

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Staples, Inc. (NASDAQ: SPLS) today announced that it has received
approval from the European Union to acquire Office Depot.

“This is a significant step, and we’re very pleased that the European
Commission has approved this transaction,” said Ron Sargent, Chairman
and Chief Executive Officer, Staples, Inc. “The acquisition has been
approved in Australia, New Zealand, China, and Europe. Regulatory
agencies around the world understand that this acquisition will allow
Staples to provide increased value and service to customers of all
sizes. We look forward to a full, impartial judicial review in the
United States.”

The European Commission approved the acquisition on the condition that
Staples divest Office Depot’s European contract business and all of
Office Depot’s operations in Sweden. Staples will meet these
requirements, and the parties have decided that they will also divest
Office Depot’s retail, online and catalog operations in Europe in
connection with closing the transaction. The divestiture of Office
Depot’s European business is subject to the closing of the acquisition.

The merger is the subject of ongoing litigation with the U.S. Federal
Trade Commission as well as the Canadian Competition Bureau. The
companies recently announced the completion of financing arrangements
and the extension of their merger agreement from February 4, 2016 to May
16, 2016.

The company expects to deliver more than $1 billion of annualized
synergies net of investments to provide increased value to customers by
the third full fiscal year post-closing. The combined company will be
better equipped to minimize redundancy, reduce costs and optimize its
retail footprint.

About Staples, Inc.
Staples makes it easy to make more
happen with more products and more ways to shop. Through its world-class
retail, online and delivery capabilities, Staples lets customers shop
however and whenever they want, whether it’s in-store, online or on
mobile devices. Staples offers more products than ever, such as
technology, facilities and breakroom supplies, furniture, safety
supplies, medical supplies, and Copy and Print services. Headquartered
outside of Boston, Staples operates throughout North and South America,
Europe, Asia, Australia and New Zealand. More information about Staples
(SPLS) is available at www.staples.com.

IMPORTANT ADDITIONAL INFORMATION

In connection with the proposed merger, Staples has filed with the SEC a
registration statement on Form S-4 that includes a proxy statement of
Office Depot that also constitutes a prospectus of Staples. Staples
filed the final proxy statement/prospectus with the SEC on May 18, 2015.
The registration statement was declared effective by the SEC on May 15,
2015. Office Depot mailed the definitive proxy statement/prospectus to
stockholders of Office Depot on or about May 19, 2015, and the
stockholders approved the transaction on June 19, 2015. The registration
statement and the proxy statement/prospectus contain important
information about Staples, Office Depot, the transaction and related
matters. Investors and security holders are urged to read the
registration statement and the proxy statement/prospectus (including all
amendments and supplements thereto) carefully.

Investors and security holders may obtain free copies of the
registration statement and the proxy statement/prospectus and other
documents filed with the SEC by Staples and Office Depot through the web
site maintained by the SEC at www.sec.gov.

In addition, investors and security holders may obtain free copies of
the registration statement and the definitive proxy statement/prospectus
from Staples by contacting Staples’ Investor Relations Department at
800-468-7751 or from Office Depot by contacting Office Depot’s Investor
Relations Department at 561-438-7878.

Safe Harbor for Forward-Looking Statements
Statements in
this document regarding the proposed transaction between Staples and
Office Depot, the expected timetable for satisfying conditions to the
merger, including receiving regulatory approvals, and completing the
transaction, future financial and operating results, benefits and
synergies of the transaction, future opportunities for the combined
company and any other statements about Staples or Office Depot
managements’ future expectations, beliefs, goals, plans or prospects
constitute forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Any statements that are not
statements of historical fact (including statements containing
“believes,” “anticipates,” “plans,” “expects,” “may,” “will,” “would,”
“intends,” “estimates” and similar expressions) should also be
considered to be forward looking statements. There are a number of
important factors that could cause actual results or events to differ
materially from those indicated by such forward looking statements,
including: the ability to consummate the transaction; the risk that
regulatory approvals required for the merger are not obtained or are
obtained after delays or subject to conditions that are not anticipated;
the risk that the financing required to fund the transaction is not
obtained; the risk that the other conditions to the closing of the
merger are not satisfied; potential adverse reactions or changes to
business or employee relationships, including those resulting from the
announcement or completion of the merger; uncertainties as to the timing
of the merger; competitive responses to the proposed merger; response by
activist shareholders to the merger; uncertainty of the expected
financial performance of the combined company following completion of
the proposed transaction; the ability to successfully integrate Staples’
and Office Depot’s operations and employees; the ability to realize
anticipated synergies and cost savings; unexpected costs, charges or
expenses resulting from the merger; litigation relating to the merger;
the outcome of pending or potential litigation or governmental
investigations; the inability to retain key personnel; any changes in
general economic and/or industry specific conditions; and the other
factors described in Staples’ Annual Report on Form 10-K for the year
ended January 31, 2015 and Office Depot’s Annual Report on Form 10-K for
the year ended December 27, 2014 and their most recent Quarterly Reports
on Form 10-Q each filed with the SEC. Staples and Office Depot disclaim
any intention or obligation to update any forward looking statements as
a result of developments occurring after the date of this document.